July 31, 2015 Company name: Name of representative: Sharp Corporation Kozo Takahashi Director & President (Code: 6753) Announcement regarding the Implementation of Structural Reforms of the LCD Television Business in the Americas including the Transfer of a Subsidiary and the Incurrence of Extraordinary Losses Due to Such Structural Reforms Sharp Corporation ( Sharp ), at its board of directors meeting held on July 31, 2015, passed resolutions to form a business alliance with Hisense International (Hong Kong) America Investment Co., Limited ( Hisense HK ), a subsidiary of Hisense Co., Ltd, a major Chinese consumer electronics company ( Hisense ) for the LCD television business that Sharp Group operates in the Americas *1 under its own brand where Sharp will license its brands to the LCD televisions offered by Hisense HK in the Americas and to transfer all shares in Sharp Electronica Mexico S.A. de C.V. ( SEMEX ) *2, a consolidated manufacturing subsidiary of Sharp in Mexico, to Hisense s subsidiaries, Hisense Electric Co., Ltd ( Hisense Electric ) and Hisense USA Corporation ( Hisense USA ) (the Business Structural Reforms ), and Sharp also entered into a legally binding agreement with Hisense HK, Hisense Electric and Hisense USA on July 31, 2015. Sharp hereby announces that, as a result of the above, extraordinary losses will be incurred as explained below. *1: The covered regions are North America and Central and South America (excluding Brazil). *2: 99.9999% of SEMEX shares are owned by Sharp Electronics Manufacturing Company of America, Inc., which is wholly owned by Sharp Electronics Corporation ( SEC ), a wholly owned consolidated subsidiary of Sharp, and 0.0001% of SEMEX shares are owned by SEC. 1. Background to the Business Structural Reforms Since entering the North American LCD television market in 2001, Sharp Group has expanded its lineup of LCD televisions by increasing their size and introduced products with special features such as the AQUOS Quattron televisions using four primary colors, and has both created the LCD television market and led the expansion of this market. In recent years, however, Sharp has not been able to fully adapt to the intensifying market competition, which led to significantly lower profits compared to the initial projections for the previous fiscal year, and has been suffering from poor earnings performance. Under such circumstances, Sharp announced in its Medium-Term Management Plan for FY 2015-2017 released on May 14, 2015 that it would carry out sweeping structural reforms to build a stable business foundation that will not be swayed by changes in the
environment in the future, and with regard to the LCD television business in the Americas, it would conduct a fundamental review of the manufacturing and sales value chain, undertake structural reforms including alliances, and target the LCD television business to be profitable by the second half of FY 2015. Sharp has now decided with regard to its LCD television business in the Americas that it will form a business alliance with Hisense HK (a subsidiary of Hisense, a major Chinese consumer electronics company), shift to a business where it will license its brands to the LCD televisions offered by Hisense HK in the Americas market, and transfer its shares etc. in SEMEX, Sharp s Mexican LCD television manufacturing subsidiary, to Hisense s subsidiaries, Hisense Electric and Hisense USA. The shift to the new business model is expected to take place in January 2016. As a result of this shift, losses resulting from the transfer of SEMEX shares etc. and costs of rightsizing the workforce associated with the shift to the new value chain are expected to be incurred on or after the first quarter of the fiscal year ending March 2016. The business in the Americas is to be rebuilt by pursuing the Business Structural Reforms. The LCD television business will be converted into a profitable business that revolves around its business alliance with Hisense HK. Sharp will continue to operate and increase the profitability of its businesses, such as its consumer electronics (such as ovens) business, its business solutions business with a particular focus on photocopiers and information display, its energy solutions business with a particular focus on solar cells, and its devices business. 2. Overview of the Business Structural Reforms (1) Nature of the Business Structural Reforms Sharp s LCD television business in the Americas will be shifted to a business where Sharp will grant license to use its brands to the LCD televisions offered by Hisense HK in the Americas. The brands that will be licensed to Hisense HK are SHARP, AQUOS, and Quattron etc. In addition, Sharp expects to transfer its shares in SEMEX, a consolidated subsidiary of Sharp that is a LCD television manufacturing base for the Americas, to Hisense's subsidiaries, Hisense Electric and Hisense USA in January 2016. Through the transfer of such shares, Sharp Group will be withdrawing from the manufacturing and selling of LCD televisions in the Americas. Sharp Group will continue to sell LCD televisions for corporate use. (2) Overview of transferees of SEMEX shares and brand licensee (a) Overview of transferees of SEMEX shares (i) Hisense Electric 1. Name Hisense Electric Co., Ltd 2. Address The People's Republic of China, Qingdao, Economic & Technological Development Zone, No. 218 Qian Wan Gang Lu
3. Name and title of representative Hongxin Liu, Chairman 4. Description of business Research, development, manufacturing, sales services, repair and recovery of electric equipment and appliance for personal use and commercial use (including TVs and panel displays) Customized processing, implementation of after-sales services Import and export operations of its own Production of satellite televisions and equipment for reception of terrestrial broadcasting 5. Stated capital CNY 1,300 million (approx. JPY 25,100 6. Date of incorporation April 17, 1997 7. Consolidated net assets CNY 10,800 million (approx. JPY 208,900 8. Consolidated total assets CNY 20,700 million (approx. JPY 400,300 9. Major shareholders and their Hisense Co., Ltd (39%) 10. Relationship between the listed company and this company Transactional relationship Whether the companies are related parties There is no capital relationship to There is no personnel relationship to There is no transactional relationship to This company is not a related party of Sharp. The related parties and companies of this company are not related parties of Sharp. (Note) Items 5, 7, and 8 above are figures as of December 31, 2014. The yen amounts were converted at an exchange rate of CNY 1 = JPY 19.34 (as of December 30, 2014). (ii) Hisense USA 1. Name Hisense USA Corporation 2. Address 7310 Mcginnis Ferry Rd, Suwanee GA 30024, USA 3. Name and title of representative Lan Lin, CEO 4. Description of business Manufacturing and sales of household appliances and electric components 5. Stated capital USD 3,200,000 (approx. JPY 400 6. Date of incorporation January 26, 2001
7. Net assets USD -8,040,000 (approx. JPY -1,000 8. Total assets USD 138,830,000 (approx. JPY 16,700 9. Major shareholders and their Hisense International (Hong Kong) America Investment Co., Limited (100%) 10. Relationship between the listed company and this company Transactional relationship Whether the companies are related parties There is no capital relationship to There is no personnel relationship to There is no transactional relationship to This company is not a related party of Sharp. The related parties and companies of this company are not related parties of Sharp. (Note) Items 5, 7, and 8 above are figures as of December 31, 2014. The yen amounts were converted at an exchange rate of USD 1 = JPY 120.53 (as of December 30, 2014). (b) Overview of brand licensee 1. Name Hisense International (Hong Kong) America Investment Co., Limited 2. Address Room 3101-05, Singga Commercial Centre, No.148 Connaught Road West, Hong Kong 3. Name and title of representative Lan Lin, Director 4. Description of business Sales of household appliances and electric components 5. Stated capital HKD 34,500,000 (approx. JPY 500 6. Date of incorporation January 17, 2011 7. Consolidated net assets HKD 179 million (approx. JPY 2,800 8. Consolidated total assets HKD 1,969 million (approx. JPY 30,600 9. Major shareholders and their Qingdao Hisense International America Holding Co., Ltd (100%) 10. Relationship between the listed company and this company Transactional relationship There is no capital relationship to There is no personnel relationship to There is no transactional relationship to
Whether the companies are related parties This company is not a related party of Sharp. The related parties and companies of this company are not related parties of Sharp. (Note) The business alliance agreement is expected to become effective on January 6, 2016. Items 5, 7, and 8 above are figures as of December 31, 2014. The yen amounts were converted at an exchange rate of HKD 1 = JPY 15.54 (as of December 30, 2014). (Reference) Overview of Hisense, the parent company of each of the companies above 1. Name Hisense Co., Ltd 2. Address 17, Donghai Xi Road, Qindao, China 3. Name and title of representative Houjian Zhou, Chairman 4. Description of business Management of state-owned assets Manufacturing, sales and services of electric products Software development, network services Technology development and consulting Import and export operation of its own Operation of property rights trading by itself through brokers, information services Industrial tourism Training of related businesses Management of real properties (lease of tangible assets and real estates) 5. Stated capital CNY 800 million (approx. JPY 15,500 6. Date of incorporation August 2, 1979 7. Net assets CNY 25,100 million (approx. JPY 485,400 8. Total assets CNY 88,900 million (approx. JPY 1,719,300 (Note) Items 5, 7, and 8 above are figures as of December 31, 2014. The yen amounts were converted at an exchange rate of CNY 1 = JPY 19.34 (as of December 30, 2014). 3. Transfer of SEMEX shares etc. (1) Overview of SEMEX 1. Name Sharp Electronica Mexico S.A. de C.V. 2. Address Blvd. Sharp #3510 Parque Ind. Rosarito, B.C. 22710 Mexico 3. Name and title of representative Hisashi Okayama, President 4. Description of business Manufacturing and sales of home electrical appliances and electronic components 5. Stated capital USD 57,009,000 (approx. JPY 6,900
6. Date of incorporation November 27, 1997 7. Major shareholders and their Sharp Electronics Manufacturing Company of America, Inc. 99.9999% 8. Relationship between the listed company and this company Sharp indirectly owns 100% of the total number of outstanding shares of this 3 employees of Sharp concurrently serve as board directors of this company, and there are also 10 other employees who are on secondment to this Transactional relationship Sharp outsources manufacturing and sales of LCD televisions, LCD modules and information displays. 9. Operating results and financial conditions for the last 3 years Fiscal year-end March 2013 March 2014 March 2015 Net assets USD 75,861,000 (JPY 7,130 USD 78,207,000 (JPY 8,049 USD 61,874,000 (JPY 7,442 Total assets USD 82,197,000 (JPY 7,725 USD 84,381,000 (JPY 8,684 USD 66,330,000 (JPY 7,977 Net assets per share USD 0.1264 (JPY 11.88) USD 0.1303 (JPY 13.41) USD 0.1031 (JPY 12.40) Sales USD 49,636,000 (JPY 4,665 USD 48,360,000 (JPY 4,977 USD 38,023,000 (JPY 4,573 Operating income USD 6,154,000 (JPY 578 USD 6,330,000 (JPY 651 USD 4,564,000 (JPY 549 Ordinary income USD 5,257,000 (JPY 494 USD 5,636,000 (JPY 580 USD 4,486,000 (JPY 540 Current net income USD 4,414,000 (JPY 414 USD 4,346,000 (JPY 447 USD -12,834,000 (JPY -1,544 Current net income per share USD 0.0074 (JPY 0.69) USD 0.0072 (JPY 0.75) USD -0.0214 (JPY -2.55) Dividend per share USD 0.0033 USD 0.0058 (JPY 0.31) (JPY 0.59) - (Note) The operating results above were converted at an exchange rate of USD 1 = JPY 93.99 for the fiscal year ending March 2013 (as of March 31, 2013), USD 1 = JPY 102.92 for the fiscal year ending March 2014 (as of March 31, 2014), and USD 1 = JPY 120.27 for the fiscal year ending March 2015 (as of March 31, 2015). (2) Overview of the other party to the share transfer Please refer to Section 2(2)(a) above. (3) Number of shares to be transferred, purchase price, and number of shares held before and after the transfer 1. Number of shares held before transfer 600,021,098 shares (ownership ratio: 100.0% (indirect holding)) 2. Number of shares to be transferred 600,021,098 shares (purchase price: USD 21,674,500 (JPY 2,709 ) 3. Number of shares held after transfer 0 shares (ownership ratio: 0.0%)
4. Schedule (Note) The total transfer amount including production equipment is US 23,700,000 (JPY 2,963 The yen amount of the purchase price in item 2 above was converted at an exchange rate of USD 1 = JPY 125.00. 1. Date of the board resolution July 31, 2015 2. Execution date of business alliance July 31, 2015 agreement 3. Execution of share transfer agreement July 31, 2015 4. Effective date of business alliance January 6, 2016 (expected) 5. Completion date of share transfer January 6, 2016 (expected) 5. Recording of extraordinary losses With regard to the losses that will be incurred as a result of the Business Structural Reforms, impairment losses of JPY 2,337 million on consolidated basis regarding the assets such as buildings of SEMEX have been posted as extraordinary losses in the first quarter of the fiscal year ending March 2016, which was announced today. In addition, in relation to the consolidated financial results for fiscal year ending March 2016, the costs for rightsizing the workforce and shifting to the new value chain of JPY 7,300 million on consolidated basis is also expected to be posted as extraordinary losses on or after the second quarter. 6. Future outlook In the consolidated earnings forecast for the fiscal year ending March 2016 that was announced on May 14, 2015, Sharp stated that it would announce the ordinary income and the current net income attributable to the shareholders of the parent company at a later date once the structural reform policy (e.g., alliances) has been fleshed out. In addition to the fact that the total costs that will be incurred as a result of the Business Structural Reforms cannot be determined at this time, Sharp also plans to continue pursuing structural reforms during this fiscal year, so it will announce, at a later date, the ordinary income and the current net income attributable to the shareholders of the parent company under the consolidated results for the fiscal year ending March 2016 based on the Business Structural Reforms.